Resolution No. 13-02 (See Exhibits A - D) v RESOLUTION NO. 13-02
A RESOLUTION PROVIDING FOR THE ISSUANCE BY THE CITY
OF ATLANTIC BEACH, FLORIDA OF ITS HEALTH CARE
FACILITIES REVENUE AND REFUNDING BONDS (FLEET
LANDING PROJECT), SERIES 2013A, IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $46,000,000, AND FOR A
LOAN BY THE CITY TO NAVAL CONTINUING CARE
RETIREMENT FOUNDATION, INC., A FLORIDA NOT-FOR-
PROFIT CORPORATION, IN A PRINCIPAL AMOUNT EQUAL TO
THE AGGREGATE PRINCIPAL AMOUNT OF SAID SERIES 2013A
BONDS, FOR THE PURPOSES OF (A) FINANCING OR
REFINANCING ALL OR ANY PART OF THE COST OF A CAPITAL
PROJECT (INCLUDING LAND) FOR THE CONTINUING CARE
RETIREMENT FACILITY KNOWN AS "FLEET LANDING" AS
DESCRIBED IN THIS RESOLUTION, (B) REFUNDING THE
OUTSTANDING CITY OF ATLANTIC BEACH, FLORIDA HEALTH
CARE FACILITIES REVENUE REFUNDING BONDS (FLEET
LANDING PROJECT), SERIES 1999, (C) REFUNDING THE
OUTSTANDING CITY OF ATLANTIC BEACH, FLORIDA
VARIABLE RATE DEMAND HEALTH CARE FACILITIES
REVENUE BONDS (FLEET LANDING PROJECT), SERIES 2006,
(D) FUNDING A DEBT SERVICE RESERVE FUND FOR THE
SERIES 2013A BONDS AND (E) PAYING A PORTION OF THE
COSTS OF ISSUING THE SERIES 2013A BONDS; PROVIDING FOR
THE RIGHTS OF THE HOLDERS OF THE SERIES 2013A BONDS
AND FOR THE PAYMENT THEREOF; AUTHORIZING THE
EXECUTION AND DELIVERY OF A TRUST INDENTURE AND
LOAN AGREEMENT; AUTHORIZING A NEGOTIATED SALE OF
THE SERIES 2013A BONDS,AND APPROVING THE CONDITIONS
AND CRITERIA FOR SUCH SALE; AUTHORIZING THE
EXECUTION AND DELIVERY OF A BOND PURCHASE
AGREEMENT WITH RESPECT TO THE SERIES 2013A BONDS;
AUTHORIZING A PRELIMINARY OFFICIAL STATEMENT AND A
FINAL OFFICIAL STATEMENT WITH RESPECT TO THE SERIES
2013A BONDS; AUTHORIZING THE EXECUTION AND
DELIVERY OF THE SERIES 2013A BONDS AND OTHER
RELATED INSTRUMENTS AND CERTIFICATES; MAKING
CERTAIN OTHER COVENANTS AND AGREEMENTS IN
CONNECTION WITH THE ISSUANCE OF THE SERIES 2013A
BONDS;AND PROVIDING FOR AN EFFECTIVE DATE.
4816-6105-6018.3
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
ATLANTIC BEACH, FLORIDA:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is
adopted pursuant to the Constitution of the State of Florida, Chapter 159, Part II, Florida
Statutes, as amended and supplemented, and other applicable provisions of law.
SECTION 2. DEFINITIONS. Unless the context otherwise requires, the
terms defined in this section shall have the meanings specified in this section. Words importing
the singular shall include the plural, words importing the plural shall include the singular, and
words importing persons shall include corporations and other entities or associations.
"Act" means the Constitution of the State of Florida, Chapter 159, Part II, Florida
Statutes, as amended from time to time, and other applicable provisions of law.
"Bond Purchase Agreement" means the Bond Purchase Agreement among the
Issuer, the Borrower and the Underwriter, substantially in the form attached hereto as Exhibit E,
as amended or supplemented from time to time.
"Borrower" means Naval Continuing Care Retirement Foundation, Inc., a Florida
not-for-profit corporation and an organization described in Section 501(c)(3) of the Code, and its
lawful successors and assigns, to the extent permitted by the Loan Agreement.
"City" means the City of Atlantic Beach, Florida, an incorporated municipality of
the State.
"City Commission"means the City Commission of the City.
"Code"means the Internal Revenue Code of 1986, as amended.
"Facilities" means the continuing care retirement facilities known as "Fleet
Landing" which are located at One Fleet Landing Boulevard in Atlantic Beach, Florida and all
land, buildings, structures, improvements, equipment, fixtures, machinery, furniture, furnishings
and other real and personal property now or hereafter attached to, or located in, or used in
connection with, any such land, buildings, structures or improvements and all additions thereto,
substitutions therefor and replacements thereof, whether now owned or hereafter acquired by the
Borrower.
"Indenture" means the Indenture of Trust between the Issuer and the Trustee,
substantially in the form attached hereto as Exhibit A, as amended or supplemented from time to
time.
"Issuer" means the City.
"Loan Agreement" means the Loan Agreement between the Issuer and the
Borrower, substantially in the form attached hereto as Exhibit B, as amended or supplemented
from time to time.
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"Mayor" means the Mayor or, in the Mayor's absence, such other officer of the
Issuer as may be duly authorized by the Issuer to act on his behalf.
"Preliminary Official Statement" means the Preliminary Official Statement
relating to the Series 2013A Bonds, substantially in the form attached hereto as Exhibit D.
"Project" means the acquisition of approximately two acres of land to be used as
the future site of a facility operations center, located immediately south/southwest of and
adjacent to the existing Facilities.
"Refunded Bonds" means, collectively, the Series 1999 Bonds and the Series
2006 Bonds.
"Series 1999 Bonds" means the Issuer's outstanding Health Care Facilities
Revenue Refunding Bonds (Fleet Landing Project), Series 1999.
"Series 2006 Bonds" means the Issuer's outstanding Variable Rate Demand
Health Care Facilities Revenue Bonds (Fleet Landing Project), Series 2006.
"State"means the State of Florida.
"Trustee" means U.S. Bank National Association, Jacksonville, Florida, or a
national banking association or trust company at the time serving as corporate trustee under the
provisions of the Indenture.
"Underwriter" means B.C. Ziegler and Company, as the underwriter of the Series
2013A Bonds.
SECTION 3. FINDINGS. It is hereby ascertained, determined and declared as
follows:
A. The Issuer is an incorporated municipality of the State and is a "local agency"
duly authorized and empowered by the Act to finance the acquisition, construction,
reconstruction, improvement, rehabilitation, renovation, expansion and enlargement, or additions
to, furnishing and equipping of any capital project, including any "project" (as defined or
described in the Act), including land, rights in land, buildings and other structures, machinery,
equipment, appurtenances and facilities incidental thereto, and other improvements necessary or
convenient therefor, and to obtain funds to finance or refinance the cost thereof by the issuance
of its revenue bonds, as the case may be, for the purposes, among others, of enhancing and
expanding the health care and senior living industry, improving the prosperity and welfare of the
State and its inhabitants, improving living conditions and health care in the State, increasing
purchasing power and opportunities for gainful employment, and otherwise providing for and
contributing to the health, safety and welfare of the people of the State.
B. On December 16, 1999, pursuant to the provisions of the Act, the
Authority issued the Series 1999 Bonds for the purpose of refunding certain indebtedness which
was originally issued for the purpose of financing the costs of certain capital improvements to
the Facilities. On January 30, 2007, pursuant to the provisions of the Act, the Issuer issued the
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4816-6105-6018.3
Series 2006 Bonds for the purpose of financing the costs of certain capital improvements to the
Facilities.
C. The Borrower has requested that the Issuer issue the Series 2013A Bonds for
the purposes of(i)paying or reimbursing the Borrower for all or a part of the cost of the Project,
(ii) refunding the Refunded Bonds, (iii) funding a debt service reserve fund and (iv) paying costs
of issuing the Series 2013A Bonds.
D. To reduce the transaction and financing costs relating to the issuance of
separate bond issues in separate cities, the Borrower has requested the Issuer to finance the
Project through the issuance of the Series 2013A Bonds, with the proceeds of the Series 2013A
Bonds to be loaned by the Issuer to the Borrower to finance the costs of the portions of the
Project located in the City and in the City of Jacksonville, Florida (both of which are located in
Duval County, Florida (the "County")). The Borrower has represented to the Issuer that
financing the Project pursuant to a single financing plan will result in substantial cost savings for
the Borrower in connection with the Project.
E. The Series 2013A Bonds will be secured by an obligation of the Borrower in
the Loan Agreement to make payments sufficient to pay, among other things, the principal of
and premium, if any, and interest on such Bonds when and as the same become due.
F. In compliance with Section 147(f) of the Code and the Treasury Regulations
thereunder, notice of a public hearing pertaining to the issuance of the Series 2013A Bonds, the
refunding of the Refunded Bonds, the financing of the Project and the location and nature of the
Project has been duly given in the same manner as required by the Issuer for the adoption of
resolutions generally, including publication of notice not less than fourteen (14) days prior to
such public hearing in a newspaper of general circulation in the City. Such public hearing was
held by the Issuer on February 11, 2013, and interested individuals were provided a reasonable
opportunity to express their views, both orally and in writing, on the proposed issuance of the
Series 2013A Bonds, the refunding of the Refunded Bonds, the financing of the Project and the
location and nature of the Project.
G. The Issuer has been advised that the refunding of the Refunded Bonds and the
financing of all or a part of the cost of the Project by the Issuer will be in furtherance of the
purposes of the Act in that it will enhance and expand the health care and senior housing
industries, promote and foster the economic growth and development of the Issuer and the State,
advance the public purposes providing modern and efficient continuing care facilities in the City
and the County, improve living conditions and health care and will serve other predominantly
public purposes as set forth in the Act. The Project is appropriate to the needs and circumstances
of and shall make a significant contribution to the economic growth and development of the City,
the County and the State, shall preserve and provide gainful employment and shall serve a public
purpose by advancing the economic prosperity and the general welfare of the City, the County,
the State and its people as stated in Section 159.26, Florida Statutes, as amended.
H. Based on representations made by the Borrower, the City and other local
agencies have been and will continue to be able to cope satisfactorily with the impact of the
Facilities and have been and will be able to provide, or cause to be provided when needed, the
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4816-6105-6018.3
public facilities, including utilities and public services, that have been or will be necessary for
the construction, operation, repair and maintenance of the Facilities and on account of any
increases in population or other circumstances resulting therefrom.
I. Adequate provision has been made in the documents attached hereto for a loan
by the Issuer to the Borrower to finance all or a portion of the cost of the Project and to refund
the Refunded Bonds, for the operation, repair and maintenance of the Facilities at the expense of
the Borrower and for the repayment by the Borrower of the loan in installments sufficient to pay
the principal of, premium, if any, and the interest on the Series 2013A Bonds and all costs and
expenses relating thereto in the amounts and at the times required, and for the payment by the
Borrower of all costs incurred by the Issuer in connection with the financing of all or a portion of
the cost of the Project, the refunding of the Refunded Bonds and the administration of the
Facilities.
J. Based upon the financial information heretofore furnished to the Issuer by the
Borrower, the Borrower is financially responsible and fully capable and willing to serve the
purposes of the Act and fulfill its obligations under the proposed financing agreements for the
Project and under any other agreements to be made in connection with the issuance of the Series
2013A Bonds and the use of the Bond proceeds for financing all or a part of the cost of the
Project and the refunding of the Refunded Bonds, including the obligation to pay loan payments
or other payments in an amount sufficient in the aggregate to pay all of the interest, principal and
redemption premiums, if any, on the Series 2013A Bonds, in the amounts and at the times
required, the obligation to operate, repair and maintain the Project at the Borrower's own
expense, and such other responsibilities as may be imposed under such agreements, due
consideration having been given to the financial condition of the Borrower, its ratio of current
assets to current liabilities, net worth, earnings trends and coverage of all fixed charges, the
nature of the industry or business and of the activity involved, the inherent stability thereof and
other factors determinative of the capabilities of the Borrower financially and otherwise, to fulfill
its obligations consistently with the purposes of the Act.
K. Based on representations made by the Borrower, the cost of the Project and
the cost of the Projects paid from the proceeds of the Refunded Bonds are "costs" of a "project"
within the meaning of the Act. All of the proceeds of the Series 2013A Bonds will be applied to
the financing of a portion of the cost of the Project, refunding the Refunded Bonds, financing a
debt service reserve fund and paying costs of issuance of the Series 2013A Bonds, as provided
herein.
L. Based on information supplied by the Borrower, the best interests of the
inhabitants of the City will be served, and the public purposes of the Act will be advanced, by the
financing all or all or a portion of the cost of the Project and the refunding of the Refunded
Bonds in the manner described in the Loan Agreement and the Indenture.
M. The principal of, premium, if any, and interest on the Series 2013A Bonds,
and all sinking fund and other payments required to be made by the Issuer under the provisions
of the Indenture and the Loan Agreement, shall be payable solely from certain moneys pledged
under the Indenture, including but not limited to certain payments of the Borrower under the
Loan Agreement. The Series 2013A Bonds shall not be deemed to constitute a debt, liability or
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4816-6105-6018.3
obligation of the Issuer, of the County or of the State or any political subdivision thereof, or a
pledge of the faith and credit or the taxing power of the Issuer, of the County or of the State or
any political subdivision thereof, but shall be payable solely from the revenues and proceeds
pledged thereto under the Indenture. The issuance of the Series 2013A Bonds shall not directly
or indirectly, or contingently, obligate the Issuer, the County or the State or any political
subdivision thereof, to levy or pledge any form of taxation whatever therefor or to make any
appropriation for the payment thereof No holder or owner of any of the Series 2013A Bonds
shall ever have any right to compel the exercise of the ad valorem taxing power or the levy or
collection of any ad valorem taxes, directly or indirectly, for the payment of any of the principal
of, premium, if any, or interest on the Series 2013A Bonds.
N. The payments to be made by the Borrower under the Loan Agreement will be
sufficient to pay all principal of, premium, if any, and interest on the Series 2013A Bonds, as the
same shall become due, and to make all other payments required by the Loan Agreement and the
Indenture.
O. A negotiated sale of the Series 2013A Bonds is required and necessary and is
in the best interest of the Issuer for the following reasons: the Series 2013A Bonds will be
special and limited obligations of the Issuer payable out of moneys derived by the Issuer from
the Borrower or as otherwise provided herein and will be secured by funds and collateral of the
Borrower; the Borrower will be required to pay all costs of the Issuer in connection with the
financing; the cost of issuance of the Series 2013A Bonds, which must be borne directly or
indirectly by the Borrower would most likely be greater if the Series 2013A Bonds are sold at
public sale by competitive bids than if the Series 2013A Bonds are sold at negotiated sale, and
there is no basis, considering prevailing market conditions, for any expectation that the terms and
conditions of a sale of the Series 2013A Bonds at public sale by competitive bids would be any
more favorable than at negotiated sale; because prevailing market conditions are uncertain, it is
desirable to sell the Series 2013A Bonds at a predetermined price; and revenue bonds having the
characteristics of the Series 2013A Bonds are typically sold at negotiated sale under prevailing
market conditions.
P. The Underwriter has orally agreed with the Borrower to use its best efforts to
submit to the Issuer and the Borrower an offer to purchase the Series 2013A Bonds in
substantially the form of the Bond Purchase Agreement upon terms acceptable to the Issuer and
the Borrower as hereinafter authorized, and it is necessary and appropriate to authorize a
negotiated sale of the Series 2013A Bonds to the Underwriter and to authorize the execution and
delivery of the Bond Purchase Agreement upon the terms hereinafter provided.
Q. It is appropriate that the Issuer approve the use and distribution by the
Underwriter of the Preliminary Official Statement, and that the Issuer authorize the distribution
of a final official statement prior to the issuance and delivery of the Series 2012 Bonds. For this
purpose, it is appropriate that the Preliminary Official Statement be approved and that
preparation and distribution of a final official statement in the manner hereinafter provided be
authorized.
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4816-6105-6018.3
R. All conditions precedent to the financing of the Project have been satisfied, or
will be satisfied prior to the delivery of the Series 2013A Bonds, and the issuance of the Series
2013A Bonds will otherwise comply with all of the provisions of the Act.
SECTION 4. FINANCING OF PROJECT AND REFUNDING OF
REFUNDED BONDS AUTHORIZED. The financing by the Issuer of the Project and the
refunding of the Refunding Bonds in the manner provided herein is hereby authorized.
SECTION 5. AUTHORIZATION OF THE SERIES 2013A BONDS. For
the purpose of providing funds to (i) pay or reimburse the cost of the Project, (ii) refund the
Refunded Bonds, (ii) fund a debt service reserve fund and (iv) pay certain costs of issuance of
the Series 2013A Bonds, and subject and pursuant to the provisions hereof, the issuance of the
Series 2013A Bonds in an aggregate principal amount of not to exceed $46,000,000 is hereby
authorized; provided, however, that no series of Bonds shall be issued unless and until (i) the
City Attorney has rendered his legal opinion relating to the issuance of the of Series 2013A
Bonds and (ii) Foley & Lardner LLP, or other nationally recognized bond counsel, has rendered
an opinion to the effect (among other things) that the interest on the Series 2013A Bonds will be
excluded from gross income for federal income tax purposes under existing laws of the United
States of America at the time of the delivery of the Series 2013A Bonds.
The Series 2013A Bonds shall be in the aggregate principal amounts, dated such
dates, shall bear interest at such rates, shall be payable or shall mature on such dates and in such
amounts, shall be issued in such denominations, shall be subject to optional and mandatory
redemption and tender at such time or times, and upon such terms and conditions, shall be
payable at the place or places and in the manner, shall be executed, authenticated and delivered,
shall otherwise be in such forms, and subject to such terms and conditions, all as provided in the
Indenture and Bond Purchase Agreement.
The Series 2013A Bonds and the premium, if any, and the interest thereon shall
not be deemed to constitute a general debt, liability or obligation of the Issuer, the County or the
State, or of any political subdivision thereof, or a pledge of the faith and credit of the Issuer, the
County or the State or of any political subdivision thereof, but shall be payable solely from the
Trust Estate (as defined in the Indenture) provided therefor under the Indenture, and the Issuer is
not obligated to pay the Series 2013A Bonds or the interest thereon except from such Trust
Estate pledged therefor and neither the faith and credit of the Issuer nor the faith and credit or
taxing power of the Issuer,the State, the County or any political subdivision thereof is pledged to
the payment of the principal of,premium, if any, or interest on the Series 2013A Bonds.
SECTION 6. AUTHORIZATION OF EXECUTION AND DELIVERY OF
THE INDENTURE. The Indenture, substantially in the form attached hereto as Exhibit A with
such insubstantial changes, corrections, insertions and deletions as may be approved by the
Mayor, such approval to be evidenced conclusively by their execution thereof, is hereby
approved and authorized; the Issuer hereby authorizes and directs the Mayor to date and execute
and the City Clerk to attest, under the official seal of the Issuer, the Indenture, and to deliver the
Indenture to the Trustee; and all of the provisions of the Indenture, when executed and delivered
by the Issuer, as authorized herein, and by the Trustee, shall be deemed to be a part of this
Resolution as fully and to the same extent as if incorporated verbatim herein.
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4816-6105-6018.3
SECTION 7. AUTHORIZATION OF EXECUTION AND DELIVERY OF
THE LOAN AGREEMENT. The Loan Agreement, substantially in the form attached hereto as
Exhibit B with such insubstantial changes, corrections, insertions and deletions as may be
approved by the Mayor, such approval to be evidenced conclusively by their execution thereof, is
hereby approved and authorized; the Issuer hereby authorizes and directs the Mayor to date and
execute and the City Clerk to attest, under the official seal of the Issuer, the Loan Agreement,
and to deliver the Loan Agreement to the Borrower; and all of the provisions of the Loan
Agreement, when executed and delivered by the Issuer, as authorized herein, and by the
Borrower, shall be deemed to be a part of this Resolution as fully and to the same extent as if
incorporated verbatim herein.
SECTION 8. NEGOTIATED SALE OF SERIES 2013A BONDS;
AUTHORIZATION OF EXECUTION AND DELIVERY OF THE BOND PURCHASE
AGREEMENT. Subject to the satisfaction of the conditions set forth in this Section, a
negotiated sale of the Series 2013A Bonds is hereby authorized. The Mayor is hereby authorized
and directed to award the sale of the Series 2013A Bonds to the Underwriter pursuant to the
provisions of the Bond Purchase Agreement, subject to all the following conditions:
A. Receipt by the Mayor of the Bond Purchase Agreement providing for, among
other things, (i)the issuance of the Series 2013A Bonds in an aggregate principal amount which,
together with the cumulative aggregate principal amount of any Bonds previously issued by the
Issuer, shall not to exceed $46,000,000, (ii) an underwriter's discount not in excess of 2.20% of
the par amount of such Series 2013A Bonds, (iii) a true interest cost not to exceed 6.50% per
annum, and (iv) the final maturity date of such Bonds to be no later than thirty-one (31) years
from the dated date of such Series 2013A Bonds.
B. Receipt by the Mayor from the Underwriter of a disclosure statement and
truth-in-bonding information complying with Section 218.385, Florida Statutes.
Upon satisfaction of the foregoing conditions, the Bond Purchase Agreement,
with such other insubstantial changes, corrections, insertions and deletions as may be approved
by the Mayor, such approval to be evidenced conclusively by the Mayor's execution thereof, is
approved and authorized; the Issuer hereby authorizes and directs the Mayor to date and execute
the Bond Purchase Agreement and to deliver the Bond Purchase Agreement to the Underwriter;
and all of the provisions of the Bond Purchase Agreement, when executed and delivered by the
Issuer as authorized herein and by the Borrower and the Underwriter, shall be deemed to be a
part of this Resolution as fully and to the same extent as if incorporated verbatim herein.
SECTION 9. APPROVAL OF PRELIMINARY OFFICIAL STATEMENT
AND AUTHORIZATION OF FINAL OFFICIAL STATEMENT. The form of the Preliminary
Official Statement, with such omissions, insertions and variations as may be necessary to
complete the Preliminary Official Statement and allow the Mayor to deem the Preliminary
Official Statement final as hereinafter described, is authorized to be used in connection with the
sale of the Series 2013A Bonds. Although the Issuer hereby consents to and approves the use
and distribution by the Underwriter of the Preliminary Official Statement, the Issuer has not
participated in the preparation of the Preliminary Official Statement and makes no
representations as to its accuracy or completeness other than in respect to any information
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contained therein under the caption"THE ISSUER" and under the caption "LITIGATION—The
Issuer." The Mayor is hereby authorized to deem the Preliminary Official Statement final as of
its date on behalf of the Issuer for purposes of Rule 15c2-12 of the Securities and Exchange
Commission (except for such omissions permitted by such Rule), and to execute a certificate to
that effect to be delivered to the Underwriter. A final official statement in substantially the form
of the Preliminary Official Statement, with such omissions, insertions and variations as may be
necessary and/or desirable and approved by the Mayor prior to the release thereof, is hereby
authorized for use and distribution by the Underwriter prior to the issuance and delivery of the
Series 2013A Bonds.
SECTION 10. AUTHORIZATION OF EXECUTION OF OTHER
CERTIFICATES AND INSTRUMENTS. The Mayor and the City Clerk are hereby authorized
and directed, either alone or jointly, under the official seal of the Issuer, to execute and deliver
certificates of the Issuer certifying such facts as counsel for the Issuer, counsel to the
Underwriter or Bond Counsel shall require in connection with the issuance, sale and delivery of
the Series 2013A Bonds, and to execute and deliver such other instruments, including but not
limited to, tax certificates and agreements, deeds, assignments, bills of sale and financing
statements, as shall be necessary or desirable to perform the Issuer's obligations under the Loan
Agreement, the Indenture and the Bond Purchase Agreement, and to consummate the
transactions hereby authorized.
SECTION 11. NO PERSONAL LIABILITY. No representation, statement,
covenant, warranty, stipulation, obligation or agreement herein contained, or contained in the
Series 2013A Bonds, the Loan Agreement, the Indenture, the Bond Purchase Agreement, or in
any certificate or other instrument to be executed on behalf of the Issuer in connection with the
issuance of the Series 2013A Bonds, shall be deemed to be a representation, statement, covenant,
warranty, stipulation, obligation or agreement of any member, officer, employee or agent of the
Issuer in his or her individual capacity, and none of the foregoing persons nor any officer of the
Issuer executing the Series 2013A Bonds,the Loan Agreement,the Indenture, the Bond Purchase
Agreement, or any certificate or other instrument to be executed in connection with the issuance
of the Series 2013A Bonds shall be liable personally thereon or be subject to any personal
liability or accountability by reason of the execution or delivery thereof.
SECTION 12. APPOINTMENT OF BOND TRUSTEE. U.S. Bank National
Association, a national banking association, with a designated corporate trust office located in
Jacksonville, Florida, is hereby appointed as the Bond Trustee (the "Bond Trustee") under the
Indenture relating to the Series 2013A Bonds and as registrar and paying agent with respect to
the Series 2013A Bonds.
SECTION 13. VALIDATION. The Series 2013A Bonds shall not be required
to be validated pursuant to Chapter 75, Florida Statutes, as amended; provided, however, that if
required by counsel to the Issuer, counsel to the Borrower or Bond Counsel, the Series 2013A
Bonds may be validated and in such event Issuer's counsel is hereby authorized, at the expense
of the Borrower, to prepare validation pleadings on behalf of the Issuer and to take any and all
action as Issuer's counsel may deem necessary or desirable for the validation of such Series
2013A Bonds.
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4816-6105-6018.3
SECTION 14. NO THIRD PARTY BENEFICIARIES. Except as provided
herein or in the Series 2013A Bonds, the Loan Agreement, the Indenture, the Bond Purchase
Agreement, and any assignment thereof, nothing in this Resolution or in such documents,
expressed or implied, is intended or shall be construed to confer upon any person, firm,
corporation or other organization, other than the Issuer, the Borrower, the Bond Trustee, the
Underwriter and the owners from time to time of the Series 2013A Bonds any right, remedy or
claim, legal or equitable, under and by reason of this Resolution or any provision hereof or of
such documents; this instrument, such documents and all provisions hereof and thereof being
intended to be and being for the sole and exclusive benefit of the Issuer, the Borrower, the Bond
Trustee and the owners from time to time of the Series 2013A Bonds.
SECTION 15. PREREQUISITES PERFORMED. All acts, conditions and
things relating to the passage of this Resolution, to the issuance, sale and delivery of the Series
2013A Bonds, to the execution and delivery of the Loan Agreement, the Indenture and the Bond
Purchase Agreement, required by the Constitution or other laws of the State, to happen, exist and
be performed precedent to the passage hereof, and precedent to the issuance, sale and delivery of
the Series 2013A Bonds, to the execution and delivery of the Loan Agreement, the Indenture and
the Bond Purchase Agreement, have either happened, exist and have been performed as so
required or will have happened, will exist and will have been performed prior to such execution
and delivery.
SECTION 16. COMPLIANCE WITH CHAPTER 218, PART III, FLORIDA
STATUTES. The Issuer hereby approves and authorizes the completion and filing with the
Division of Bond Finance, Department of General Services of the State of Florida, at the expense
of the Borrower, of Bond Information Form BF 2003, and any other acts as may be necessary to
comply with Chapter 218, Part III, Florida Statutes, as amended.
SECTION 17. GENERAL AUTHORITY. The commissioners, officials,
attorneys, engineers or other agents or employees of the Issuer are hereby authorized to do all
acts and things required of them by this Resolution, the Series 2013A Bonds, the Loan
Agreement, the Indenture, and the Bond Purchase Agreement, and to do all acts and things which
are desirable and consistent with the requirements hereof or of the Series 2013A Bonds, the Loan
Agreement, and the Indenture, for the full, punctual and complete performance of all the terms,
covenants and agreements contained herein or in the Series 2013A Bonds, the Loan Agreement
and the Indenture.
SECTION 18. SEVERABILITY OF INVALID PROVISIONS. If any one or
more of the covenants, agreements or provisions herein contained shall be held contrary to any
express provisions of law, though not expressly prohibited, or shall for any reason whatsoever be
held invalid, then such covenants, agreements or provisions shall be null and void and shall be
deemed separable from the remaining covenants, agreements or provisions, and shall in no way
affect the validity of any of the other provisions hereof or of the Series 2013A Bonds issued
under the Indenture.
SECTION 19. REPEALING CLAUSE. All resolutions or parts thereof in
conflict herewith,to the extent of such conflict, are hereby superseded and repealed.
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4816-6105-6018.3
SECTION 20. EFFECTIVE DATE. This Resolution shall take effect
immediately upon its adoption.
PASSED AND ADOPTED this 11th day of February, 2013.
CITY OF ATLANTIC BEACH, FLORIDA
By: 1 /ti
Mike Borno
Mayor
(OFFICIAL SEAL)
ATTEST: 74
de'rfrn-a/
>ige.,
Donna L. Bartle, CMC
City Clerk
APPROVED AS TO FORM AND CORRECTNESS:
C. Jensen, Esquire
Attorney
12
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